Buy assets or buy the company?

¿Activos o Acciones?













In the process of buying companies is often questioned how it is more convenient: I buy the assets or buy the company?

Each of these paths has its advantages and disadvantages.

Purchase society

To the buy the company, together with all assets and liabilities acquired all obligations and liabilities of the same, including "hidden". Moreover, when there plurality of unitholders or shareholders, the acquisition is a complex process, unless such a process is properly planned by covenant partners.

When a company buys (their shares), the seller is usually a individual. Individuals are guaranteed their debts with all its present and future assets (Art. 1911 the C.C) and even answer his heirs unless accept the inheritance with benefit of inventory (Art. 1084 C.C.).

If the securities are in registered and they have been printed, no intervention by public notary is required. Although it is recommended that the contract of sale is raised to public. If it comes to the acquisition of a limited company, This requirement is mandatory (Art. 106 of the Corporations Act).

Also, will be respected provisions are established in the statutes and if, signatory partners shall comply with the obligations they have undertaken in the covenant partners.

If a limited company is acquired by a single person or company, IS REQUIRED statement unipersonalidad and register it, within 6 months. Failure to do, the acquirer answer for all debts of the acquired company. Once this requirement, liability is limited to the price paid.

Within the process of "Due Diligence"Contracts in which the change in shareholder could be a cause for termination because it could make a significant change in the valuation of the company are reviewed with special care.

Relative to labor issues the situation does not change anything and communication is not required workers, although it is convenient.

If the purchaser does not belong to any group and the data is not to be used outside the scope of the company, no management is needed in terms of Data Protection.

Leaving aside the tax approach that its complexity deserves another entry.

In general the sale of a company has the following advantage:

It is a transaction single, that does not require a full inventory.

It facilitates the transfer of the customers.

It requires acceptance by creditors, to remain as a debtor to society.

Contracts, licenses or concessions remain intact them unless it is intended the change in shareholding, which is not usual.

Purchase of assets

You can buy certain assets of the company, so that in principle, excludes hidden liabilities (unless it can be established liability for tax or labor issues).

The purchase of assets is taking a society as a seller, with all that this implies in terms of disclaimer thereof.

In such operation, transmit each item individually so if it's all a company's assets, should take stock of what is acquired.

You may acquire rights arising from contractual relationships, provided that the change of ownership is provided and this is not grounds for termination. Otherwise, the consent of the other party will be necessary.

The selling company assets continues to exist, so often, sale of assets accompanying covenants not to compete.

It is important that the contract of sale is agreed by the compensation in the price of hidden liabilities that may arise after the signature. And if the purchase of assets is particularly important, is appropriate to require one agreement authorizing the board to generate sales.

If the active form a workplace, there will be joint responsibility of the buyer and seller in terms of labor and social security obligations. Furthermore must officially inform workers, even before the operation.

And if files transmitted with personal information when buying assets, compliance with the provisions of the matter will be necessary Data Protection.

In summary, in each case considers whether it is more interesting to buy assets or buy shares.

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